# Divestment Agreement
**This Divestment Agreement ("Agreement") is made and entered into as of [Date] by and between:**
**[Seller's Name]**
Address: [Seller's Address]
Email: [Seller's Email]
("Seller")
AND
**[Buyer's Name]**
Address: [Buyer's Address]
Email: [Buyer's Email]
("Buyer")
**WHEREAS**, the Seller owns certain assets and/or interests identified below and desires to divest and sell such assets to the Buyer;
**WHEREAS**, the Buyer desires to purchase such assets from the Seller, under the terms and conditions set forth herein.
**NOW, THEREFORE**, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
## 1. Description of Assets
The assets to be divested as part of this Agreement include, but are not limited to:
- [Description of Asset 1]
- [Description of Asset 2]
- [Description of Asset 3]
- [Any additional assets]
## 2. Purchase Price
The total purchase price for the asset(s) shall be [Purchase Price] payable in the following manner:
- [Payment terms, e.g., full payment upon closing, installment payments, etc.]
## 3. Closing
The closing of the sale and purchase of the asset(s) shall take place on [Closing Date] at [Location], or at such other time and place as the parties may mutually agree.
## 4. Representations and Warranties
### 4.1 Seller's Representations and Warranties
The Seller represents and warrants to the Buyer that:
- The Seller has the valid, legal title to the asset(s) and the right to sell them.
- The asset(s) are free from any liens, encumbrances, or claims.
- The asset(s) shall be delivered in their current condition, subject to normal wear and tear.
### 4.2 Buyer's Representations and Warranties
The Buyer represents and warrants to the Seller that:
- The Buyer has the financial capability to proceed with the transaction as described in this Agreement.
- The execution of this Agreement has been duly authorized by all necessary corporate or organizational actions.
## 5. Indemnification
The Seller agrees to indemnify, defend, and hold harmless the Buyer from and against any and all losses, claims, damages, liabilities, and expenses arising out of or relating to any breach of the representations and warranties made by the Seller.
## 6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 7. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, discussions, agreements, and understandings.
## 8. Amendments
This Agreement may not be amended or modified except in writing signed by both parties.
## 9. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first above written.
_________________________
**[Seller's Name]**
Seller
_________________________
**[Buyer's Name]**
Buyer
**Date:** [Execution Date]
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**Note**: The information contained in this document is a general guide and may not cover all legal aspects relevant to your specific situation. It is advisable to consult with a legal professional before executing any binding agreement.